Resolution 5871 - Laserfiche WebLink

tracks and materials associated with the BNSF tracks as required by terms of this Agreement or the Environmental and Landfill Agreement to the extent any such delay is not caused by OM, and the presence of any archaeological or paleontologic remains on the City Property to the extent they are discovered on the City Property after Closing. Any Party claiming a right to a Force Majeure extension shall notify the other party immediately of the claimed right to an extension and the specific claimed basis for the extension. 20.3 Entire Agreement; No Oral Modifications This Agreement and the exhibits hereto constitute the final and complete agreement between the Parties with respect to the transaction contemplated herein and supersede all prior correspondence, memoranda and agreements (oral or written) between the Parties relating to the subject matter hereof. This Agreement cannot be changed or modified other than by a written agreement executed by both Parties. 20.4 Successors Bound Subject to the restrictions on assignment contained in Section 20.5 below, the provisions of this Agreement shall extend to, bind and inure to the benefit of the Parties and their respective personal representatives, heirs, successors and assigns. 20.5 Assignment After Closing Except as otherwise provided herein, the City shall not have the right to assign or transfer this Agreement or any of its rights or obligations hereunder. After Closing, OM shall not have the right to assign or transfer this Agreement or any of its rights or obligations hereunder without the express prior written consent of City, which may be withheld in its sole and absolute discretion; provided, however, that OM, notwithstanding the foregoing, shall have the right, upon written notice to City at least fifteen (15) days before the consummation of any such transaction (but without any requirement for prior consent), to assign its rights under this Agreement to an Affiliated Entity so long as the Affiliated Entity assumes in writing all of the obligations and liabilities of OM under this Agreement. OM shall also have the right, notwithstanding the foregoing, to assign its rights to a recognized financial institution for security purposes in connection with a loan the proceeds of which will be used exclusively for the Development; provided, however, the lender or trustee in any such assignment shall not be released or relieved of the obligation to obtain the City's prior written consent to any subsequent sale, assignment or conveyance of such rights, whether through a foreclosure or otherwise and no right under any such assignment shall be exercised unless and until the holder of the rights assumes in writing the obligations of OM hereunder. Any assignment, whether or not the consent of the City is required, shall be subject to all the provisions, terms, covenants and conditions of this Agreement; the assignee shall jointly and severally assume in writing the obligations of OM hereunder unless the assignment is only for security purposes; OM shall, in any event, continue to be and remain liable under this Agreement, as it may be amended from time to time, without notice to OM. -60- 06I07-0063:LEGAL 13023969.I